0001185185-08-000557 Sample Contracts

Waiver of Application of Provisions Under Secured Convertible Debenture
Secured Convertible Debenture • July 23rd, 2008 • Ir Biosciences Holdings Inc • Pharmaceutical preparations

This Waiver of Application of Provisions Under Secured Convertible Debenture is made by and between and IR Biosciences Holdings, Inc. (the “Company”) and YA Global Investments, L.P. (“YA Global”). (YA Global and the Company are sometimes referred to as the “Parties”). All capitalized terms not otherwise defined herein shall have the meanings as set forth in the Securities Purchase Agreement dated January 3, 2008 between the Parties, the Secured Convertible Debentures dated January 3, 2008 issued by the Company to YA Global, the Secured Convertible Debentures dated June 12, 2008 and documents related to the transactions contemplated thereby.

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